Gwen's Bitch
by futaxgirl
Summary: Gwen messed up a spell, which swap her and Ben genitals and also give her Ben's Omnitrix. Then things get nastier. Futa, Alien, Hyper cock and Pregnancy. Futa Gwen x Cuntboy Ben.


Gwen sat up with a groan. "Thank god we were alone huh Ben?" She glanced over, noticing he was still out cold from the failed spell, and that they were both nude. "Okay, I guess if we every need a spell to embarass people this will work. She looked down, seeing the thick, flaccid cock between her legs, resting on huge balls. "Fuck! Ben! Wake up!" She rolled him roughly over, seeing his new pussy. "Shit, Ben, we have a big problem!"

''Ummhh, what is it Gwen...?'' He then notice that first they were both naked and then he saw the huge monster thing hanging between gwen legs.

''WHAT THE ****! WHY am I naked and why is it that you now have a cock...?'' he still didnt notice that he now had pussy.

"I think it's your's." She pointed between his legs. "Because that was probably mine."

''What the hell, Gwen! WHAT DID YOU DO!? Why do I have a pussy?'' said Ben, angry

''That cock can't be mine, its at least twice the size that I was ...'' thought Ben, confused and somewhat jealous of Gwen size.

He then tried to step up and walk to the drawer to pick up some clothes but he tripped on his first step falling right on top of gwen.

She groaned, cock readily swelling at the physical contact. "Ahh, Dammit Ben! Quit rubbing against it!"

As he tried to get up, he felt her rigid cock rub his pussy, making him moan.

''What was that...?'' thought Ben then he got a good look of her cousin and not only did she looked kinda sexier, but her cock seemed more and more appeling. ''Why do i feel so hot?''

"Ooh, wait, keep moving your hips like that Ben" She panted, her cock swelling to full mast, reaching a lenght of 13 inches and a girth of 3 inches. *Fuck, why am I so horny?*

''I will do it if only you promise me you wont tell anyone about this."

He squeezed her cock between his tight but didnt start to move, still waiting for Gwen anwser.

"I didn't tell anybody about a certain Wildmutt getting stock in my ass for two hours last friday, so I won't tell anybody about this." She groaned, leaking precum.

He started to move his hip with her cock still between his tights and even started moaning to this new found pleasure.

*I can feel her cock throbing between my legs, I think that i'm doing this fine*

She grabbed his hips. "Hey, why don't we try fucking like this? It could be fun." She grinned while oozing precum, running down her throbbing length.

''Are you mad!? This monster will never fit inside of me...''

He tried to get off of Gwen but he found out that she was now a lot more stronger than him and he was weak from all this teasing.

She chuckled. "I got fucked many of your alien which were at least this size and I'm still alive and well."

''Don't you dare shove this thing inside me...'' he said, scared of what a monster like this would to him.

She lifted him up by his hips, lining her cock with his dripping pussy. "Or what?!" She said as she pulled him down her cock and impaled him down her cock.

''Holy shit!'' he screamed as his pussy was stretched to limits he didnt know were possible.

"Ahhh, damn, no wonder you always want to fuck me Ben! Never knew a cock would fell this damn good!" She groaned.

''Shit, Gwen, please stop. It hurts, you too big...'' pleaded Ben. After regaining his breath, he looked down and saw that she still had at least 3 inch to go and he could feel the tip of her cock on what he believed was his cervix.

''Ben, stop acting like a little girl, I have gone through worst and I loved it. So tell me, how it feel to have it shove into you for once?'' asked the redhead as she grinded her tip against Ben cervix, making him moan to prove her point.

''I have to admit, this feeling of being fully filled by your huge cock feel kind of good. But please, go easy on me.'' he said as he put his hand on her boobs.

She groaned. "Well Ben, why don't you do all the moving then?"

''Fine'' he said as he started to pull her cock out of him and then let himself be impaled again on Gwen's massive shaft. He moan softly as he experimented a pleasure he never felt then continued to slowly move his hips, working Gwen's shaft ever so slowly.

She groaned, thrusting slightly. "H-hang on, something is digging into my wrist..." She raised her arm, looking at the Omnitrix now on her wrist. "What the fuck?

''Wait, how do you have the Omnitrix...'' he said as he looked at his wrist to see that he didn't have it anymore.

''I don't know but we will figure it out later, for now, you tight new pussy is way too good to stop.'' she said as she swaped her place with him, so she was now on top of him, letting her take control of the pace they were fucking. With this, she started to fuck him with short but strong thrusts, effectively trying to bottom out inside of him.

''Stop being so rough, Gwen. Your cock is way too big to fit all inside me, stop trying to shove it all inside of me... ok?'' said Ben as he felt yet again the tip of her cock hit his cervix, thus causing him a bit of pain even with the pleasure his new pussy was giving him. ''And be sure to pull out, too'' he said as he remember that she wasn't wearing a condom and that if they actuallly had swap genitals, he could get pregnant.

She slowed slightly. "I wouldn't worry about that too much. I recently found a spell for it."

"You should have found it sooner so i could have cum in... OOH SHIT!"

Suddenly, Ben gripped Gwen tighly when she hit his g-spot, giving him his first orgasm. He truly was in heaven, he always though that fucking on the giving end was great but now, he knew that the receiving end was the best.

She groaned as Ben pussy clamped down on her cock, making her cum right on the spot. Her no longer virgin cock unleashed loads after loads of thick virile semen into her cousin unprepared womb. "Ohnnn fuck Ben!" She panted, leaning over him, while grinding her still cumming cock into Ben cervix. "Damn, you guys get way easier orgasms."

''Yeah, but yours are so much intense... fuck! This feel so weird, it's so warm inside of me.'' said ben as he rubbed his belly feeling her cum still gushing inside him. ''There's so much cum inside me, I feel so full right now...'' he said as he pushed her gently away. As her cock popped out, a fountain of cum flowed out of his abused pussy.

She chuckled, watching the mess she made. She waved her hand, finding no effect. "Oh shit, my magic isn't working..."

''Wait... what do you mean by not working..? You told me we were safe...'' said Ben as he looked at his pussy, still dripping of Gwen potentially fertile cum. He looked at her and her cock still half hard covered with a mix of their love juice and said; ''This is all you fault, I'm telling Grampa!''

She chuckled. "Then I'll tell him how long you have been fucking me, even with you aliens..." She sat down. "Besides, if I got the Omnitrix...there's a good chance you got my magic.

''Well, we're fucked because I don't know anything about magic and I don't think I will learn fast enough to prevent myself from getting pregnant from this...'' said Ben, horrified at the idea of being pregnant.

"Relax Ben." She left, returning with a magic book. "It's way easier than I make it look. You just have to read the spell." She opened it up so he could read off her birth control spell."

''I can't read those things, Gwen... It's some weird symbol and shit...only you and Charmcaster could understand what that...'' he said, still panicking at the idea of having a big belly. ''I swear that if you don't find a solution, I will freaking rape you with Four Arms and you won't like this...'' said Ben, trying to intimidate her.

"First off, I've got Four-arms now..." She waggled her wrist, taking the book back and writing down a phonetic pronunciation for the spell. "Second, there, you can read that."

''Ok, ok...'' he said as he read the spell but felt nothing happening or changing. ''Did it worked cause I don't feel any different.'' he said, worried.

She sighed, only seeing one solution out of this. "I think our only solution is to go ask help to Charmcaster and pray, that she help us."

''Sure and she will try to steal my Omnitrix again. She just not someone we can rely on.'' he said as he went for the bathroom. ''For now, I'm gonna go take a shower to clean myself... alone.'' as he didn't want to get fucked again.

She chuckled. "Not gonna help clean me off Ben?"

''I got enough cleaning to do cause of the mess you made here.'' he said as he pointed his still leaking pussy. He then went to the bathroom and started his shower but unfortunately for him, he had broke the lock of the door to fuck Gwen earlier this month and the redhead remembered very well.

She sat back with a chuckle, cleaning her cock. She couldn't stop herself from being amazed of it's size, the cock having like a aura of virility around it.

Ben started his shower and begin cleaning himself starting by his pussy. She had cum so much inside him, that when he pressed on his belly, cum started gushing out of his stretched out pussy. ''That felt so good when she fucked me but I'm the guy. I'm supposed to fuck her, not the contrary.'' he said to himself.

Gwen knocked on the door. "I heard that, can I come get clean too?" She teased.

''Wait for your turn, Gwen. I said that I wanted to get clean alone.'' he said as cursed himself for talking out loud.

She chuckled, knocking again. "What if Wildmutt just breaks down the door then? Or maybe Fours-arms?"

''Don't you dare do that, Gwen. You don't know how it feel to be wildmutt, he is always in heat, you would be able to resist fucking to death everything that move.'' he said as covered his pussy as he knew the door wasn't locked.

She chuckled. "We'll see." The edges of the door flashed green, and Four-arms stepped in. "Ben, why doesn't this damn thing ever work right?"

''GOD, save me...'' said Ben as Gwen was now in Four-arms form and had 2 monster cock that would put to shame the one she had in human form. ''How about I clean your back, Gwen..?'' he asked, hoping to negotiate.

She chuckled. "Nah, I'd prefer you clean these Ben." She stroked her heavy, ridged cocks.

''I think we can come to a agreement, unh Gwen?'' said Ben as he walked back into the wall of the shower, looking at her 16 inchs cocks. He then step on the soap and felt on the floor, his ass up in the air. *This gonna hurt...*

She chuckled, picking him roughly up, rubbing her pre-oozing cock-heads to his holes. "Calm down ben, this'll be fun."

As he felt the cock-heads rubbing his holes, he feared for his body as the cock-heads were the size of his fist and way to big for his tiny holes. ''Please Gwen, can you at least only fuck me with one..? I won't be able to walk for a week if you do this to me.'' he said as he prepared for the inevitable destruction of his holes.

"Just relax Ben." she chuckled, smearing pre on him, slowly pushing the heads in.

''Oh god, it hurt!'' he screamed as his holes were stretched to new limits. ''Just do it if you want but don't torture me like this, Gwen.'' said Ben as he braced himself.

"I'm trying to let you adjust ben, quite whining. If this damn bracelet could ever work right, this wouldn't be so difficult."

As he felt her push her cocks deeper and deeper inside him, he looked below him and saw the bulge on his stomach that was one of Gwen cocks. He then notice that she was just half way in and that she had 8 inch to go.

''Fuck this, Gwen! Just fuck me hard for fuck sake! Do me like I would do you.'' he said, having lost his nerves as he would just have bent her over and destroyed her holes with little respect.

"Alright." She smirked, slaming both to the hilt, bouncing Ben on her swollen cocks. "I thought you'd want me to go slow, but I guess getting a pussy turned you into a slut."

''OH GOD!'' he screamed as he instantaneously orgasm from the deep penetration. Ben could feel one of Gwen cock so deep in his ass and the other has lodge herself deep down his womb, penetrating his cervix in one go.

She began roughly pounding him, jerking him up and down her swollen cocks as her hips thrusted forward, her balls slapping against his ass.

Ben couldn't believe it. How could this pounding feel so good, he was practically orgasming at each and single thrust of Gwen cocks. His pussy was desperately trying to milk Gwen's cock as he was clampsing down on it.

Gwen growled, slamming deep, pumping out two immense loads of thick, hot spunk.

''So much cum...'' said Ben as he saw his belly start to inflate from the sheer amount of cum she shoot inside of him.

She pulled roughly out, dousing Ben in thick, slimy spunk. "Damn, that made my balls ache."

As she pulled out, cum started flowing out of his pussy and his ass like a fountain. Ben looked like he was 6 month pregnant at least. ''Shit, and you managed to take all of wildmutt cock in your ass?'' asked Ben, knowing that wildmutt cock was 16 inch long with a knot, as he was drained from the intense pounding he just received.

"Yeah, you don't remember? I spent two months training my ass, it was your birthday present last month." She chuckled. "Then again, maybe you have trouble remembering what Wildmutt does."

''Well,at least, now I can be sure I won't be pregnant with alien baby, since alien cum can't impregnante humans.'' she said rubbing his inflated belly. ''Now, you must be satisfied so I going to clean myself again...'' he said as he didn't look at what Gwen was doing.

She pulled Ben around to face her cocks. "You're gonna clean these first, and we'll try Wildmutt again after this bracelet resets."

''No sorry Gwen but I might like it when you fuck me with it, but I'm not going to suck a cock, Never!'' he said as he backed off.

"You never wanted to be fucked either, now you love it. Give it a fair shot."

''Even so your cock was already huge when you were normal, but now it way to big to even try to put it in...'' he said stating the truth. ''But if you promise me you won't tell anyone I could try to masturbate you.'' he said shyly, as he know that she would make him to worst if he didn't accept.

She laughed. "Right Ben, because I want to tell everybody my COUSIN SUCKED my COCK!" She patted his shoulder. "You never told anybody I suck alien dicks. I'm not telling anyone you do."

As he was encouraged by her cousin, Ben took one of her huge monster cocks in his hand and started to lick the shaft as he stroke the base with both of his hands. Her cum, to his surprise, was tasting quite good. Ben then licked all the cum off her cock then went to the other one as he continue to stroke the first one.

She moaned, leaning back. "You know, I'll make a big mess of you if you keep stroking like that."

Ben had quickly become addicted to the taste of her cum. He tried to open his mouth as widely as he could and just manage to fit the head of one of her cocks inside. He was licking the head of the cock he just managed to fit inside his mouth.

She gasped, holding onto the wall. "Oooooh ben..." She panted, cocks drooling pre onto his face and tongue.

As he felt pre start to ooze out her cock, Ben started to suck her head like a mad man, trying to get Gwen to cum. He was stroking her other cock even faster and harder as he wanted it all.

She grunted, cocks pulsing and jerking, shooting thick, powerful ropes of alien spunk. Half of it poured into Ben's mouth, some spurting out down his chin. The rest splattered down onto him, thickly coating his face.

Ben couldn't believed it, he was drinking her cum, load after load that she unleashed inside his puny mouth. And he was liking it so much, even more as all of his body was covered in her thick semen. As she finished cumming everywhere on Ben, he saw a red light coming from her omnitrix and she suddenly turned back to normal. He still had her huge cock in his mouth and Ben sucked all the remaining cum that was covering her cock.

She laughed, looking at him covered in spunk. "Jeez ben, you turned into a slut."

''That's your fault, Gwen, so take responsibility and transform into the next one and fuck me!'' said Ben as he went on all four and giggled his now girly ass. His pussy and his ass was still dripping abundantly with cum and he wanted more.

She chuckled, clicking the device around, this time properly becoming a hulking orange monstrosity. "Time to get knotted then bitch."

Ben suddenly became a bit unsure as he saw the huge 16 inch cock with a 4 inch knot making her cock 20 inch long. The tip was dripping of precum and throbbing in anticipation.

She grabbed Ben, holding him down, roughly pushing her slick cock deep into his poor pussy.

Ben moaned as he was being used like a flesh light as she shove her monster cock inside him.

She laughed deeply. "See? You fit fine!" She snarled.

''Fuck! You're even bigger than with Four-Arm.'' moaned Ben as he felt the knot against his pussy. As she shove her cock inside him, the leftover cum from Four-Arm gushed out of his abused pussy, giving some lubrification for the insertion that was going to happen.

She growled in pleasure, humping faster and faster. "You're a damn good bitch Ben."

''I'm your bitch, Gwen so please stick that fucking knot inside me already.'' he said, moaning like a bitch in heat.

She roared, forcing the swelling sphere deeper, shooting jets of hot seed into his womb.

The pleasure was too intense for Ben as he was knoted by Gwen monster cock, her cock shot her thick alien spunk inside him. He fainted from the pleasure.

He would wake up in the shower, Gwen back to her huma form, slapping him lightly with her cock. "Wakey wakey."

''humph, stop slapping me Gwen...'' he said as he opened his eyes. He didn't feel his legs and he knew why. *I hope i can still walk strait after this*

She chuckled. "I guess I know why you always want to fuck me now, this is fun!"

''Gwen, if you don't mind, I would like to clean myself this time so we will fuck later...'' he said as he washed himself. Ben went to their room and took one of Gwen g-string with one of her pants and wore them. He then took one of his t-shirt and looked at himself in the mirror while his cousin was washing herself. The pant was giving him a nice tight ass and his string was showing up a bit out of his pant, giving him a slutty look. If he still had his cock, he would be fucking his own ass right now. ''Oh shit, I never once thought that i could look that hot'' he said to himself as he put his hands on his hips.

Gwen walked akwardly into the room, wearing some of Ben's clothing. "Hey, how do you do to walk with this between your le...'' She trailed off, mouth hanging open. "Damn Ben! You have one hell of an ass."

''You think so too.'' said Ben as he looked at her cousin and could see how much she had a huge cock as she had a bulge in the front of her pants even if those were baggy. He stepped closer and started rubbing his ass on her crotch, wanting to aroused her.

She rubbed back. "Careful, or I'll use this watch again." She teased.

''Like you need the omnitrix to enlarge this already huge thing you're packing right here.'' said Ben as he grab her massive package through her clothes with his hand, feeling it already hardening by his touch. ''But I guess you don't want a blowjob.'' he said, faking disinterest.

She smirked, grinding into his hand. "Ok, fine, what do you want?''

''I want to taste your cum right now... and if you let me have my threat, I'll let you have a piece of my ass.'' said Ben as he knell down before her and unbuckled her pant, freeing her massive shaft from it's tight restrain. Her cock was still half-hard but had to reach a good 15 inch already and after a few good stroke, reached it's full glory. Her cock was now a good 18 inch long and way thicker than she was before. ''Gwen, is it just me or your cock has grown since earlier..?'' asked Ben as he remember it being a good 12 inch but nothing more. As he asked Gwen the question, he started to lick her huge cock-head, sucking off all her succulent precum. He grabbed the base of her cock with his right hand while shoving her tip inside his mouth. With his left hand, he went to play with her balls but almost choked himself with Gwen cock as he saw the size of her balls. They had to be at least twice the size they were. He could only cup one ball inside his hand as they now had to be the size of apples. *No wonder she was walking funny, with a package like that she would put porn star's at shame*

She chuckled, thrusting down his throat. "Fuck, I'm not sure it's bigger, but your throat feels tighter!" She groaned, cock drooling pre. "Fuck, you're so good at sucking dick Ben!"

Ben sucked her like a true whore, he had to have at least a 8 inch inside his mouth. He started to deepthroat her and got a good 12 inch inside. He played with his tongue on her cock while sucking her so hard she would be getting close real soon. He grabbed her ass cheek with his hand so he could get even more inside his mouth. Ben then move his finger to her backdoor and insert a finger inside her ass. He played inside of her tight hole until he found her prostate and started to rub his finger against it so she would cum like a fountain.

''Oh shit Ben!" She laughed, grabbing him and fucking his throat roughly. "Where's that finger gooooooohhhh." She groaned, hips jerking sharply, huge blasts of thick sperm pouring down his whorish throat.

Ben greedily tried to drink her thick semen, but her orgasm was so big that its started to overflow from his mouth and even from his nose. When she finished to unleashed her load, Ben licked his lips and cleaned off his face. He then said to her cousin which was still going through her post-orgasm:'' So you still want to fuck my ass, Gwen?'' He stood on four and shook his ass sexily, acting like a real slut. His pussy was soaking wet and was dripping through his pants.

She chuckled, tugging off his pants. "You sure you don't want me buried balls deep in this hot cunt?" She teased, dipping two fingers into his dripping pussy.

''Whatever, I just want you to fuck me one last time before Grampa come back. Choose you hole and fill me up good!'' moaned Ben, his pussy dripping heavily with his love juice.

She rubbed over his pussy, teasing him awhile before pulling back, and thrusting roughly into his ass, lubed with his own juices.

''Oh shit! You're so huge. God, Gwen, don't be gentle and fuck me hard like the slut I have become.'' moaned Ben as he took her massive behemoth in his tight ass. He moved his ass in unison with Gwen thrust, which let her shove her cock even deeper inside him.

She moaned, slamming into his tight rear passage, cock throbbing. "You're such a fucking whore." She grunted, slapping his ass as she thrust.

''OH GOD, Gwen! I'm cumming!'' he moaned as he orgasm, squirting on the floor. As he came, his ass tightened even more around her huge ass cock, trying to milk her cock.

She groaned, pulling out of his ass and shoving her massive monster inside her cousin cumming pussy, slamming it hard to the hilt and flooding his womb with her thick cum again. "You make a hot bitch, but we should stop before Grampa comes back..."

Ben let himself brace in the feeling of getting filled with her thick hot cum. ''I think we should tell him... we can't keep this a secret and we need help to find a way to turn us back.'' he said as he pulled her cock out of his pussy, letting a huge amount of semen drip out on the floor.

"I guess...but I kinda want to stay like this. I love this body too much to change it back to what it was" She shrugged, as she played with her massive shaft. "Maybe we should find Charmcaster. I sure she know the spell to make sure you don't get pregnant. And if she don't want to help, I'll fuck her until she does."

"You think you will be able to deal with her? You can't use your magic anymore, remember. And she still want to steal the omnitrix... but she doesn't know I don't have it anymore!'' said Ben, giving a smile to her cousin as he thought of a plan to bait Charmcaster into a trap.

"I'm sure she'll give up for a nice cock, trust me." She teased. "You did."

''Yeah, sure...ahahah'' he laughed as shared his plan with her. It was pretty simple, he would be the bait and Gwen would take her by surprise and knocked her out. Then, Gwen could have all her fun with her as she would have to impregnate her so that she would have to help them if she didn't want a baby.

She smirked. "Do we still tell gramps?"

''We get Charmcaster ass, then we tell grampa, Ok?'' said Ben as he pushed her on her back and got on top of her. ''But, before that, one more round...'' said Ben as he put her still hard cock inside his pussy and impaled himself ball-deep.

She chuckled, immediately picking up a rough pace. "My cousin the whore."


End file.
